Marine Credit Union Foundation

“The organization amended its bylaws during the year of filing. The significant changes are: - board composition: increase minimum number of directors from 3 to 5 with a new maximum of 9. Directors must now be at least 18 and not employed by organization or have immediate family members employed, with limited exceptions. - document retention: addition of a recording keeping article (article ix) detailing retention and inspection rights. - distribution of assets: a new article (article x) outlines asset distribution upon dissolution.”

“A full draft of form 990 is provided to board members for review before filing. Marine credit union foundation requires all voting members of the board of directors to have access for review purposes of the irs form 990 prior to it being filed with the internal revenue service.”

“In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and must be given the opportunity to disclose all material facts to the directors and members of the applicable committees considering the proposed transaction or arrangement. After disclosure of the financial interest and all material facts, and after any discussion with the interested persons, the interested person shall leave the governing board or committee meeting while the determination of a conflict of interest exists. After exercising due diligence, the governing board or committee shall determine whether the foundation can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise of a conflict of interest. If a more advantageous transaction or arrangement is not reasonably attainable under the circumstances that would give rise to a conflict of interest, the governing body or committee shall determine by majority vote of the disinterested directors or committee members whether the transaction or arrangement is in the foundation's best interest, for its own benefit, and whether it is fair and reasonable to the foundation. The governing board or committee shall make its decision as to whether to enter into the transaction or arrangement in conformity with such determination.”

“The organization has a management services agreement with marine credit union, under which mcu administers all human resources functions for the mcu employees providing services to the organization.”

“Governing documents disclosure explanation available upon request.”